UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April 24~~June 15, 2020

IBERIABANK Corporation

(Exact name of registrant as specified in its charter)

Louisiana

001-37532

72-1280718

(State of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of principal executive offices)

(337) 521-4003

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $1.00 per share)	IBKC	The NASDAQ Stock Market, LLC

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.625% Perpetual Preferred Stock, Series B	IBKCP	The NASDAQ Stock Market, LLC

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.60% Perpetual Preferred Stock, Series C	IBKCO	The NASDAQ Stock Market, LLC

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.100% Perpetual Preferred Stock, Series D	IBKCN	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

~~Voting~~On ~~Results~~November 3, ~~for~~2019, ~~Special~~IBERIABANK ~~Meeting~~Corporation, a Louisiana corporation (“IBKC”), entered into an Agreement and Plan of ~~Shareholders~~Merger with First Horizon National Corporation, a Tennessee corporation (“First Horizon”), pursuant to which IBKC and First Horizon agreed to effect a mergers-of-equals transaction (the “Merger”).

On ~~April~~June 2415, 2020, ~~IBERIABANK Corporation (“~~IBKC”) ~~held~~and aFirst ~~special~~Horizon ~~meeting~~issued ofa ~~its~~joint ~~common~~press ~~shareholders~~releasing ~~(the~~announcing ~~“IBKC special meeting”). At~~ the ~~IBKC~~receipt ~~special~~of ~~meeting,~~approval ~~its~~to ~~common~~complete ~~shareholders voted on~~ the ~~following~~Merger ~~matters:~~from ~~(1) a proposal to approve of~~ the ~~Agreement~~Board ~~and Plan~~ of ~~Merger,~~Governors ~~dated as~~ of ~~November 3, 2019 (~~the ~~“Merger~~Federal ~~Agreement”),~~Reserve ~~entered~~System. ~~into~~The byparties ~~and~~have ~~between~~now ~~First~~received ~~Horizon~~all ~~National~~federal ~~Corporation (“First Horizon”)~~ and ~~IBKC~~state ~~(the~~regulatory ~~“Merger~~approvals ~~Proposal”);~~necessary ~~and (2) a proposal~~ to ~~approve,~~complete onthe anMerger. ~~advisory~~A ~~(non-binding)~~copy ~~basis,~~ of the ~~merger-related~~press ~~compensation~~release ~~payments~~is ~~that~~furnished ~~will~~hereto oras ~~may~~Exhibit ~~be paid by IBKC to its named executive officers in connection with the merger (the “Compensation Proposal”)~~99.1.

~~The~~Completion ~~third proposal was to approve the adjournment~~ of the ~~IBKC~~Merger ~~special~~remains ~~meeting,~~subject ~~if necessary or appropriate,~~ to ~~solicit~~customary ~~additional~~closing ~~proxies~~conditions. ~~if,~~Subject ~~immediately prior~~ to ~~such~~their ~~adjournment~~satisfaction, ~~there~~IBKC ~~are~~and ~~not~~First ~~sufficient~~Horizon ~~votes~~currently toexpect ~~approve~~ the Merger ~~Proposal, or~~ to ~~ensure~~be ~~that~~consummated ~~any~~on supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of IBKC common stock (the “Adjournment Proposal”). A preliminary count showed that there were more than enough votes to approve the Merger Proposal. ThereforeJuly 1, ~~the Adjournment Proposal was not called~~2020.

~~The~~Item ~~proposals listed above are described in detail in the joint proxy statement/prospectus filed by First Horizon with the U~~9.S.01 ~~Securities~~Financial Statements and ~~Exchange Commission on March 19, 2020~~Exhibits.

A(d) Exhibits: total of 42,645,162 shares of IBKC common stock were present or represented by proxy at the IBKC special meeting. This represented approximately 81.10% of the shares of IBKC common stock that were outstanding and entitled to vote at the IBKC special meeting, constituting a quorum for all matters to be presented at the IBKC special meeting.

The number of votes cast for or against as to each matter, and the number of abstentions and broker non-votes as to each matter, have been certified and are set forth in the tables below. All vote data is shown rounded to the nearest whole share.


Exhibit No.		Exhibit

	99.1	Joint Press Release issued by IBKC and First Horizon, dated June 15, 2020.

	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

~~Proposal~~Forward 1:Looking ~~Merger Proposal~~ Statements

~~Outcome~~This communication contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21 E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) with respect to First Horizon’s and IBKC’s beliefs, plans, goals, expectations, and estimates. Forward-looking statements are not a representation of historical information, but instead pertain to future operations, strategies, financial results or other developments. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “should,” “is likely,” “will,” “going forward” and other expressions that indicate future events and trends identify forward-looking statements. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies, many of which are beyond the control of First Horizon and IBKC, and many of which, with respect to future business decisions and actions, are subject to change and which could cause actual results to differ materially from those contemplated or implied by forward-looking statements or historical performance. Examples of uncertainties and contingencies include factors previously disclosed in First Horizon’s and IBKC’s respective reports filed with the U.S. Securities and Exchange Commission (the “SEC”), as well as the following factors, among others: ~~Approved~~the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between First Horizon and IBKC; the outcome of any legal proceedings that may be instituted against First Horizon or IBKC; the possibility that the proposed transaction will not close when expected or at all because conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties to the combination; the possibility that the anticipated benefits of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where First Horizon and IBKC do business; certain restrictions during the pendency

For		Against		Abstain		Broker Non-Votes
40,797,683		1,834,048		13,431		0

of the merger that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; First Horizon and IBKC success in executing their respective business plans and strategies and managing the risks involved in the foregoing; the dilution caused by First Horizon’s issuance of additional shares of its capital stock in connection with the proposed transaction; the potential impacts on First Horizon’s and IBKC’s businesses of the coronavirus COVID-19 pandemic, including negative impacts from quarantines, market declines and volatility, and changes in customer behavior related to COVID-19; and other factors that may affect future results of First Horizon and IBKC.

~~Proposal~~We 2:caution ~~Compensation~~that ~~Proposal~~the foregoing list of important factors that may affect future results is not exhaustive. Additional factors that could cause results to differ materially from those contemplated by forward-looking statements can be found in First Horizon’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC and available in the “Investor Relations” section of First Horizon’s website, www.FirstHorizon.com, under the heading “SEC Filings” and in other documents First Horizon files with the SEC, including its registration statement on Form S-4 (reg. no. 333-235757) and filings related to that registration statement, and in IBKC’s Annual Report on Form 10-K for the year ended December 31, 2019 with the SEC and available in the “Investor Relations” section of IBKC’s website, www.IBKC.com, under the heading “Financials & Filings” and in other documents IBKC files with the SEC.

Outcome: Not Approved

For		Against		Abstain		Broker Non-Votes
6,197,207		36,353,467		94,487		0

Item 8.01. Other Events.

On April 24, 2020, IBKC issued a press release announcing that the Merger Proposal was approved by its common shareholders. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
	99.1	Press Release dated April 24, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		IBERIABANK Corporation
		(Registrant)
Date: April 27, 2020
	By:	/s/ Anthony J. Restel
		(Signature)
	Name:	Anthony J. Restel
	Title:	Vice Chairman and Chief Financial Officer


IBERIABANK Corporation
(Registrant)

By:		/s/ Anthony J. Restel
		Anthony J. Restel
		Vice Chairman, Chief Financial Officer

Dated: June 22, 2020

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